, I
The Attorney General of Texas
October 31, 1980
MARK WHITE
Attorney General
Mr. Joe Resweber Opinion No. m-263
County Attorney
County of Harris Re: Filing assumed name certificates
1001 Preston, Suite 634
Houston, Texas 77002
Dear Mr. Resweber:
You have asked the following questions concerning chapter 36 of the
Texas Business and Commerce Code, otherwise known as the Assumed
Business or Professional Name Act:
(1) Is the County Clerk required to file for record a
Certificate of Assumed Name for a partnership
or joint venture consisting of partners or joint
venturers which are individuals, partnerships,
corporations, and trusts whenever the certifi-
cate states the name and address of a partner
or joint venturer as follows:
(A) The trust is listed with only the name and
office address of the trustee.
(B) The trust is listed with only the name and
residence address of the trustee.
(C) The corporation is listed with only its
name and office address.
(D) The partnership is listed with only its
name and office address.
(2) May the County Clerk file for record a Certifi-
cate of Assumed or Professional Name in the
instances mentioned in Question No. l?
(3) Is the County Clerk authorized to question the
name or address of a registrant in connection
with the filing of an assumed name certificate?
p. 836
I .
Mr. Joe Resweber - Page Two (MW-263)
The relevant provisions of the act are as follows:
S36.10. For Unincorporated Business or Profession
(a) Any person who regularly conducts business or renders
professional services other than as a corporation in this
state under an assumed name shall file in the office of
the county clerk. . . a certificate setting forth:
(1) the assumed name under which such business or
professional service is or is to be conducted or
rendered;
(2) if the registrant is:
(A) an individual, his full name and residence
address;
(B) a partnership, (i) the venture or partnership
name, (ii) the venture or partnership office
address, and (iii) the full name of each joint
venturer or general partner and his residence
address if he is an indiviaal or its office
address if not an individual;
(C) an estate, (i) the name of the estate, (ii) the
estate’s office address, if any, and (iii) the full
name of each representative of the estate and
his residence address if he is an individual or its
office address if not an individual;
(D) a real estate investment trust, (i) the name of
the trust, (ii) the address of the trust, (iii) the
full name of each trustee manager and his
residence address if he is an individual and its
office address if not an individual; or
(E) a company other than a real estate investment
trust, or a corporation, (i) the name of the
company or corporation, (ii) the state, country,
or other jurisdiction under the laws of which it
was organized, incorporated, or associated, and
(iii) its office address;
S36.02. Definitions
In this chapter, unless the context otherwise requires:
p. a37
Mr. Joe Resweber - Page Three (MW-2631
(1) ‘Partnership’ means a joint venture, general partner-
ship, or limited partership.
(2) ‘Company’ means a real estate investment trust,
joint-stock company, or any other business, profes-
sional, or other association or legal entity that is not
incorporated other than a partnership.
. . . .
(4) ‘person’ includes an individual, partnership, company,
or corporation.
. . . .
(8) ‘Registrant’ means any person that has filed, or on
whose behalf there has been filed, an assumed name
certificate under the provisions of this chapter or
other law.
Your questions require us to determine what information must be included on the
assumed name certificate you inquire about. In Attorney General Opinion H-426 (1974)
this office determined that an assumed name certificate must contain all the
information required by law before the county clerk is required to record it. “Although
the clerk is not responsible for verifying the accuracy of the information contained in
an assumed name certificate,. . . he may refuse to record a certificate which is clearly
defective on its face.” Attorney General Opinion H-426; -see Attorney General Opinion
M-578 (1970).
Only the “registrant ” is required to file an assumed name certificate. The
registrant which you inquire about is a partnership conducting business under sn
assumed name. Section 36.10(2)(B) provides that the certificate filed by a partnership
or joint venturer shall set forth the full name of each joint venturer or general partner
and his residence address if he is an individual or its office address if it is not an
individual. In answer to your first question, the clerk must file an assumed name
certificate which gives the name and office address of a corporation or partnership
which participates as a joint venturer or a general partner in the registrant. If a trust
is one of the general partners or joint venturers, the certificate must be filed if it
gives the name of the trust and its office address. In some cases, the address of the
trust may also be the address of the trustee.
In view of our answer to your first question, we need not answer your second
question. We believe your third question has been answered by Attorney General
Opinion H-426 (1974) which stated that the clerk is not responsible for verifying the
accuracy of a certificate; however, he may refuse to file a certificate which is
defective on its face.
p. 838
Mr. Joe Resweber - Page Four (MW-263)
SUMMARY
Section 36.10 of the Texas Business and Commerce Code
requires an assumed name certificate to state the name and
address of each participant in a partnership or joint venture.
Although the county clerk is not required to verify the accuracy
of a certificate, he may refuse to file one which is defective on
its face.
g*
Attorney General of Texas
JOHN W. FAINTER, JR.
First Assistant Attorney General
RICHARD E. GRAY III
Executive Assistant Attorney General
Prepared by Susan Garrison
Assistant Attorney General
APPROVED:
OPINION COMMlTTEE
Susan L. Garrison, Acting Chairman
Jon Bible
Rick Gilpin
Bruce Youngblood
p. 839